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Bear Creek announces closing of $20 million underwritten financing

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES./
VANCOUVER, Aug. 1 /CNW/ - Bear Creek Mining Corporation (TSX Venture:
BCM) (the "Company") is pleased to announce that it has closed its previously
announced private placement financing through a syndicate of underwriters
co-led by Haywood Securities Inc. and Canaccord Capital Corporation and
including Paradigm Capital Inc., Cormark Securities Inc. and Scotia Capital
Inc. (collectively, the "Underwriters"). At the closing of the private
placement, the Company issued to substituted purchasers of the Underwriters a
total of 2,425,000 units at a price of $8.30 per unit for total gross proceeds
of $20,127,500. Each unit is comprised of one common share and one-half of one
common share purchase warrant. Each whole warrant will entitle the holder to
purchase one common share of the Company at a price of $10.50 until August 1,
2009. Subject to there being adequate distribution to meet the listing
requirements of the TSX Venture Exchange (the "Exchange"), the Company will
apply to list the warrants on the Exchange after the expiration of the 4-month
hold period following the closing of the offering.
The warrants are governed by the terms of a warrant indenture dated
August 1, 2007 between the Company and Pacific Corporate Trust Company as
warrant agent. A copy of the warrant indenture has been filed and will be
available on the SEDAR website under the Company's name.
In consideration for the services of the Underwriters, the Underwriters
received a cash commission at the closing.
The common shares forming part of the units, the warrants and the common
shares underlying the warrants are subject to a hold period expiring on
December 2, 2007 pursuant to applicable Canadian securities laws and the
policies of the Exchange.
The directors of the Company approved the participation by one insider,
Silver Wheaton Corp. ("SW"), in the private placement for the purchase of
200,000 units. This participation enabled SW to maintain its holdings of
approximately 18% of the issued shares of the Company following the issue of
the 2,425,000 shares under the private placement. SW's participation in the
private placement is considered a "related party transaction" under Ontario
Securities Commission Rule 61-501 (the "Rule"); however, the directors of the
Company have determined that such transaction is exempt from the formal
valuation and minority shareholder approval requirements of the Rule on the
basis that neither the fair market value of the subject matter of, nor the
fair market value of the consideration for, the transaction is greater than
25% of the Company's market capitalization. The private placement closed
before 21 days following the filing of the material change report respecting
the announcement of the private placement, as management determined it was
necessary for sound business reasons.
The net proceeds of the private placement will be used to fund the
exploration and development of the Company's Corani and Santa Ana silver
projects in Peru and for general corporate purposes.
The securities referred to in this news release have not been, nor will
they be registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons absent U.S. registration or an applicable
exemption from the U.S. registration requirements. This news release does not
constitute an offer for sale of securities, nor a solicitation for offers to
buy any securities. Any public offering of securities in the United States
must be made by means of a prospectus containing detailed information about
the company and management, as well as financial statements.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Bear Creek Mining Corporation
"Andrew T. Swarthout"
Andrew T. Swarthout
President and CEO